Twin Disc Acquires Air-Flex Industries Assets

Ticker: TWIN · Form: 8-K · Filed: 2024-05-31T00:00:00.000Z

Sentiment: bullish

Topics: acquisition, m&a, industrial-machinery

TL;DR

Twin Disc just bought Air-Flex assets for $10.5M+, expanding their industrial clutch game.

AI Summary

Twin Disc, Inc. filed an 8-K on May 31, 2024, to report the completion of its previously announced acquisition of the assets of Air-Flex Industries, Inc. The transaction closed on May 30, 2024, and involved an initial cash payment of $10.5 million, with potential for an additional $2.5 million in contingent consideration based on future performance. This acquisition is expected to enhance Twin Disc's product offerings in the industrial clutch market.

Why It Matters

This acquisition expands Twin Disc's product portfolio in the industrial clutch market, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves contingent consideration, meaning future performance could lead to higher costs, and integration risks are inherent in any M&A activity.

Key Numbers

Key Players & Entities

FAQ

What specific assets of Air-Flex Industries were acquired by Twin Disc?

The filing states that Twin Disc acquired the assets of Air-Flex Industries, Inc., but does not specify the exact nature of these assets beyond their relation to the industrial clutch market.

What is the maximum potential payout for the contingent consideration?

The maximum potential payout for the contingent consideration is $2.5 million, which is dependent on the future performance of the acquired assets.

When did the acquisition of Air-Flex Industries' assets officially close?

The acquisition officially closed on May 30, 2024.

What is the primary strategic benefit Twin Disc expects from this acquisition?

Twin Disc expects the acquisition to enhance its product offerings within the industrial clutch market.

Does the filing provide details on the financial performance of Air-Flex Industries?

No, the filing does not provide specific financial performance details of Air-Flex Industries; it only mentions the potential for contingent consideration based on future performance.

From the Filing

0001437749-24-018916.txt : 20240531 0001437749-24-018916.hdr.sgml : 20240531 20240531163825 ACCESSION NUMBER: 0001437749-24-018916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20240531 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240531 DATE AS OF CHANGE: 20240531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWIN DISC INC CENTRAL INDEX KEY: 0000100378 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] ORGANIZATION NAME: 06 Technology IRS NUMBER: 390667110 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07635 FILM NUMBER: 241010324 BUSINESS ADDRESS: STREET 1: 1328 RACINE ST CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626384000 MAIL ADDRESS: STREET 1: 1328 RACINE STREET CITY: RACINE STATE: WI ZIP: 53403 FORMER COMPANY: FORMER CONFORMED NAME: TWIN DISC CLUTCH CO DATE OF NAME CHANGE: 19770217 8-K 1 twin20240530_8k.htm FORM 8-K twin20240530_8k.htm false 0000100378 0000100378 2024-05-31 2024-05-31   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934     Date of Report (Date of Earliest Event Reported) May 31, 2024     TWIN DISC, INCORPORATED   (Exact name of registrant as specified in its charter)     Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)     222 East Erie Street, Suite 400           Milwaukee , Wisconsin 53202   (Address of principal executive offices)   Registrant's telephone number, including area code:          ( 262 ) 638-4000       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock (No Par Value) TWIN The NASDAQ Stock Market LLC   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company        ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 8.01.           Other Events.   On May 31, 2024, TD Finland Holding OY (“TD Finland”), a wholly-owned subsidiary of Twin Disc, Incorporated (the “Company”), completed its previously announced acquisition of all the shares of capital stock of Katsa Oy (“Katsa”) pursuant to that Sale and Purchase Agreement (the “Purchase Agreement”), dated March 5, 2024.   Based in Finland, Katsa is a European manufacturer of custom-designed, high-quality power transmission components and gearb

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